DATATEC LIMITED - Finalisation announcement in respect of the special cash dividend of R23 per share to ordinary shareholders
22 December 2017 11:39
DTC 201712220045A
Finalisation announcement in respect of the special cash dividend of R23 per share to ordinary shareholders

Datatec Limited
Incorporated in the Republic of South Africa
(Registration Number: 1994/005004/06)
JSE share code: DTC
ISIN: ZAE000017745
("Datatec" or the "Company")

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SPECIAL CASH DIVIDEND OF R23
PER SHARE TO ORDINARY SHAREHOLDERS WITH AN ELECTION TO RECEIVE
NON-RENOUNCEABLE CAPITALISATION ISSUE SHARES IN LIEU OF THE CASH DIVIDEND

The ordinary shareholders of the Company ("Shareholders") are referred to the announcements
released by the Company on the Stock Exchange News Service ("SENS") on Wednesday, 29
November 2017 and Friday, 8 December 2017 ("Prior Announcements”), in terms of which the
Company declared a special cash dividend of R23,00 per ordinary share ("Share") to Shareholders
("Cash Dividend") on the basis that –

-   any Shareholder is entitled, in lieu of the Cash Dividend, to elect to receive a scrip distribution
    of fully paid capitalisation Shares in respect of all or a part of their shareholding as at the close
    of business on the Record Date, being Friday, 12 January 2018 ("the Scrip Distribution"); or

-   if any Shareholder fails to make an election or does not make its election properly or timeously,
    the default position is that such Shareholder will receive (and is deemed to have elected to
    receive) the Cash Dividend in respect of his entire shareholding as at the close of business on
    the Record Date.

The Company now wishes to notify Shareholders that the issue price applicable to the Scrip
Distribution alternative is R34,23 per Share, which is the volume-weighted average traded price per
Share on the JSE Limited ("JSE") over the 30 trading days up to and including Thursday, 21
December 2017, less the amount of the Cash Dividend (being R23,00 per Share).

Based on the issue price referred to above and the number of Shares in issue (being 211,967,622
Shares in issue as at Thursday, 30 November 2017), the ratio of entitlement to Scrip Distribution
Shares will be 67.19071 fully paid-up capitalisation issue Shares for every 100 Shares held ("the
ratio of entitlement").

Shareholders are reminded that the maximum number of Scrip Distribution Shares that can be
issued is 63,590,285 Shares. This number has been calculated to ensure that the Company does
not issue 30% or more of the number of Shares in issue as at the List Date of Wednesday, 10
January 2018. If the elections of Shareholders in respect of the Scrip Distribution would result in
the number of Scrip Distribution Shares that are issued exceeding the maximum number set forth
above, then the number of Scrip Distribution Shares to be issued to each Shareholder who has
elected the Scrip Distribution alternative will be reduced proportionately, such that each such
Shareholder continues to receive the same percentage/proportion of the Scrip Distribution Shares
(calculated with reference to all elections made to receive Scrip Distribution Shares) that it would
have received had no limit been imposed. Shareholders will be paid the Cash Dividend in respect
of those Scrip Distribution Shares which they do not receive pursuant to the application of the
foregoing limitation, subject to dividend withholding tax.

Where the application of the ratio of entitlement gives rise to a fraction of a new Share, such fraction
of a Share will be rounded down to the nearest whole number, resulting in allocations of whole
Shares and a cash payment for the fraction. The applicable cash payment for any fraction arising
in terms hereof is determined with reference to the volume-weighted average price of a Share
traded on the JSE on Wednesday, 10 January 2018 (being the day on which a Share begins trading
‘ex’ the entitlement to receive the Cash Dividend or the Scrip Distribution alternative), discounted
by 10%.
Shares issued pursuant to the Scrip Distribution alternative will be issued as fully paid-up by way
of capitalisation of part of the Company's retained profits and will, upon their issue, rank pari passu
in all respects with the other Datatec Shares then in issue.

The salient dates for the proposed Cash Dividend and Scrip Distribution alternative, as contained
in the Prior Announcements, have not been amended and remains unchanged. Any change will be
announced on SENS.

Share certificates may not be dematerialised or rematerialised between Wednesday, 10 January
2018 and Friday, 12 January 2018, both days inclusive.

Nearly all of the Cash Dividend will be funded from the Company’s foreign (i.e. non-South African)
cash sources and the Company has purchased forward exchange contracts to ensure that it is able
to convert its US Dollars into ZAR at the appropriate exchange rate quoted to arrive at the Cash
Dividend amount of R23,00 per Share. The balance of the Cash Dividend not funded from foreign
cash sources will be funded from existing sources in ZAR. In this regard, an amount equal to
R4,841,410,000 of the total Cash Dividend will be funded from foreign sources, the balance of
R33,845,306 will be funded from local sources. Accordingly, in respect of the R23,00 Cash Dividend
per Share, an amount of R22,84 per Share will be funded from foreign sources and the balance of
R0,16 per Share will be funded from local sources.


Johannesburg
22 December 2017

Transaction Sponsor
Pallidus Capital Proprietary Limited

Corporate Finance Advisor
Avior Capital Markets Proprietary Limited

Date: 22/12/2017 11:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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